Exhibit 10.141


    
      

    

     

    Exhibit
      10.141

    


    LEASE
      AGREEMENT


    


    This
      Lease,
      dated
      July 14, 2005 by and between:

    Dymond
      Development Company, LLC, a California Limited Liability
      Company
      ("Lessor") and Southwall
      Technologies, Inc., A California Corporation,
      ("Lessee"), is made with reference to the following facts:

    


    Lessor
      is
      the owner of a certain "Industrial Building" located at 2629B Terminal
      Boulevard, Mountain View, California, consisting of approximately 14,750 square
      feet and related parking facilities and landscaped areas, which property is
      legally describe on Exhibit "A" attached hereto and made a part
      hereof.

    


    Lessee
      desires to rent a portion of the industrial building and Lessor has agreed
      to
      lease the same to Lessee on the terms and conditions hereinafter set
      forth.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    
      	
              ARTICLE
                1.

            	
              DEMISED
                PREMISES AND COMMON AREAS

            


    

    


    1.01      
      Lessor
      does hereby lease to Lessee, and Lessee does hereby rent from Lessor, that
      portion of the Industrial Building located at 2629B Terminal Boulevard, Mountain
      View, California and consisting of approximately 9,750 square feet as shown
      on
      the drawing attached hereto as Exhibit "A" and made a part hereof, (the "Demised
      Premises"), together with the right to use the Common Areas of the Industrial
      Center as hereinafter describes. The parties hereby stipulate and agree that
      the
      Demised Premises constitutes 66.10% of the total leasable floor area of the
      Industrial Building.

    


    1.02      
      Lessee
      shall have the non-exclusive right to use the Common Areas of the able Common
      Areas of the Industrial Center, subject to any reasonable rules and regulations
      concerning such use as may be adopted from time to time by Lessor. The term
      "Common Areas" shall mean those areas adjacent to the Industrial Building
      provided and designated by Lessor for the general non-exclusive use by the
      occupants of the Industrial Building and their respective employees, customers
      and invitees, including parking areas, loading and unloading areas, trash areas,
      roadways, sidewalks, walkways, driveways, and landscaped areas. Lessor reserves
      the right of exclusive control and management of the Common Areas, including
      the
      right, in Lessor's sole discretion:

    


    
      	 	
              (a)

            	
              To
                make alterations or construct additional improvements within the
                Common
                Areas, so long as reasonable access to the demised Premises Remains
                available and so long as the conduct of Lessees business is not
                unreasonably interfered with.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (b)

            	
              To
                temporarily close any of the Common Areas for maintenance purposes,
                so
                long as reasonable access to the Demised Premises remains available,
                and
                so long as the conduct of Lessee's business is not unreasonably interfered
                with.

            


    

     

    
      	 	
              (c)

            	
              To
                use the Common Areas while engaged in making additional improvements,
                repairs or alterations to the Industrial Center, or any portion
                thereof.

            


    

    


    
      	
              ARTICLE
                2.

            	
              TERM

            


    

    


    2.01      
      The
      term
      of this Lease shall be a period of One
      (1) year,
      commencing on August 1 2005 ("Commencement Date"), and terminating on July
      31,
      2006, unless sooner terminated as provided herein ("Initial Term").

    


    2.02      
      If
      Lessor
      for any reason whatsoever, is unable to deliver possession of the Demised
      Premises to Lessee on the commencement date specified in Section 2.01 above,
      Lessor shall not be liable to Lessee for any loss or damage resulting therefrom,
      but in such event Lessee shall not be liable for rent or other sums due Lessor
      until possession of premises within 30 days of the commencement of the said
      term
      as specified above, this Lease may be declared void or voidable at option of
      Lessee.

    


    
      	
              ARTICLE
                3.

            	
              RENT

            


    

    


    3.01      
      Lessee
      shall pay to Lessor as Base Rent for the Demised Premises, in lawful money
      of
      the United States, payable in advance on or before the first day of each
      calendar month without any deduction, offset or demand, the following
      amounts:

    


    
      	
              MONTH

            	
              RENT

            	
              RENT/Sq.Ft.

            
	
              1-12

            	
              $5,655.00    
                per month

            	
              $
                0.58 NNN

            


    

    


    3.02      
      If
      the
      Commencement Date is not the first day of a calendar month, or if the
      Termination Date is not the last day or a calendar month, the monthly Base
      Rental for the fractional month shall be prorated on the basis of a thirty
      (30)
      day month.

    


    3.03      
      Lessee
      acknowledges the late payment of Base Rent and any other charges provided herein
      will cause Lessor to incur costs not contemplated by this Lease, the exact
      amount of such costs being extremely difficult and impracticable to determine.
      Such costs include, without limitation, processing and accounting charges,
      late
      charges that may be imposed on Lessor by the terms any encumbrances against
      the
      Industrial Building and penalties on delinquent tax payments. Lessee therefore
      agrees that if any installment of Base Rent or other charge payable by Lessee
      hereunder is not received by Lessor within fourteen (14) days after the same
      becomes due, Lessor shall be entitled to collect an additional sum equal to
      one
      and one-half percent (1.5%) of the delinquent payment for each month or fraction
      thereof that he Base Rent or other charge remains unpaid. Acceptance of any
      late
      charge shall not constitute a waiver of Lessee's default with respect to the
      overdue amount, nor prevent Lessor from exercising any other rights and remedies
      available to Lessor hereunder or provided by law.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    
      	
              ARTICLE
                4.

            	
              SECURITY
                DEPOSIT

            


    

    


    4.01      
      Lessee
      has deposited with Lessor the sum of FIVE
      THOUSAND SIX HUNDRED
      FIFTY-FIVE
      AND 00/100 DOLLARS ($5,655.00)
      as and
      for a security deposit.

    


    4.02      
      If
      Lessee
      defaults with respect to any provision of this Lease, Lessor may use, apply
      or
      retain all or any part of the security deposit to cure such default or to
      compensate Lessor for all damages sustained by Lessor resulting from Lessee's
      default. If any portion of said deposit is so used or applied, Lessee shall
      within ten (10) days after receipt of written demand therefore, deposit cash
      with Lessor in an amount sufficient to restore the security deposit to its
      original amount, and Lessee's failure to do so shall constitute a material
      breach of this Lease. Lessor's obligations with respect to the security deposit
      are those of a debtor and not a trustee. Lessor shall not be required to
      segregate the security deposit as a separate fund and Lessee shall not be
      entitled to any interest thereon. If Lessee shall fully and faithfully perform
      every provision of this Lease, the security deposit or any balance thereof
      shall
      be returned to Lessee within ten (10) days after termination of the
      Lease.

    


    
      	
              ARTICLE
                5.

            	
              USE

            


    

    


    5.01      
      The
      Demised Premises shall be used and occupied by lessee
      solely for an office, distribution and warehouse and for no other or additional
      purpose without the prior written consent of Lessor.

    


    5.02      
      Lessee
      shall not use the Demised Premises or permit anything to be done in or about
      the
      Demised Premises which is prohibited by or will in any way conflict with any
      law, statute ordinance or governmental rule or regulation now in force or which
      may hereafter be in force, or which is prohibited by the
      standard form of fire insurance policy, or will in any way increase the existing
      rate of any fire or other insurance covering the Industrial Building or any
      of
      its contents, or cause any change or cancellation of such insurance. The
      judgment of any court of competent jurisdiction or the admission of Lessee
      in
      any action against Lessee, whether Lessor be a party thereto or not, that Lessee
      has violated any law, statute, ordinance or governmental rule, regulation or
      requirement with respect to the use of the Demised Premises, shall be conclusive
      of that fact as between
      Lessor and Lessee. Lessee shall not do or permit anything to
      be
      done in or about the Demised Premises which will in any way obstruct
      or interfere with the rights of other tenants in the Industrial
      Building, or injure or annoy them, or use or allow the Demised
      Premises to be used for any improper, immoral, unlawful or
      objectionable purpose, nor shall Lessee cause, maintain or permit any nuisance
      in, on or about the Demised Premises or commit
      or
      suffer to be committed any waste in, on or about the Demised
      Premises.

    


    
      
        
          
          

        

        
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              ARTICLE
                6.

            	
              LEASEHOLD
                IMPROVEMENTS

            


    

    


    6.01      
      Except
      as
      otherwise provided in Exhibit "B" contained herein,
      Lessor shall not be obligated to perform any alterations or improvements to
      the
      Demised Premises. Acceptance of the Demised
      Premises shall constitute an acknowledgement by Lessee that
      the
      Demised Premises are in good order, condition, and repair
      as
      of the date Lessee accepts possession of the Demised Premises.

    


    6.02      
      Except
      as
      expressly provided herein, Lessor shall have no
      obligation to make any alterations or improvements to the Demised
      Premises for the benefit of Lessee. Lessee acknowledges that
      neither Lessor nor anyone acting on Lessor's behalf has made any
      representation or warranty as to the suitability or fitness of
      the
      Demised Premises for the conduct of Lessee's business or for
      any
      other purpose.

    


    6.03      
      Notwithstanding
      anything contained in this Lease to the contrary,
      on the Commencement Date, the mechanical systems serving
      the Demised Premises, including the HVAC, electrical, plumbing
      and sewer, shall be in good operating condition.

    


    
      	
              ARTICLE
                7.

            	
              UTILITIES
                AND SERVICE

            


    

    


    7.01      
      Lessor
      shall provide at Lessors sole expense separate electricity
      and gas meters for the Demised Premises. Lessee shall establish
      its own account with the utility company to provide electricity
      and gas service to the Demised Premises and shall pay all
      fees
      and charges for such service directly to the utility company.

    


    7.02      
      Lessee
      shall pay, as additional rent, Lessee's pro-rata share
      the
      cost of the following utilities and services furnished to
      the
      Demised Premises, which pro-rata share shall be the proportion to which the
      Demised Premises bears to all other buildings
      which share the common areas.

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    (a)      
      22.05%
      of
      all water, sewer, and Common Area maintenance
      charges for the Industrial Center as billed to Lessee by
      Lessor, including but not limited to, landscape maintenance, lighting
      maintenance, utility charges, and parking lot sweeping. 

    


    (b)      
      Garbage
      collection charges attributable to the Demised Premises, as billed to Lessee
      by
      Lessor according to Lessee's actual usage thereof.

    


    The
      foregoing charges shall be due and payable to Lessor within ten (10) days after
      receipt of a billing therefor by Lessee, which billing shall contain evidence
      of
      the method by which Lessor calculated Lessee's use of water, sewer and common
      area maintenance
      service.

    


    7.03      
      Lessor
      shall maintain the Common Areas of the Industrial Building in good
      condition and repair, except for damage occasioned by negligence or willful
      misconduct of Lessee or Lessee's agents or invitees, which damage shall be
      promptly repaired by Lessor in a good and workman like fashion at Lessee's
      expense. Lessor shall have no obligation to provide janitorial service for
      the
      Demised Premises.

    


    7.04      
      Lessor
      shall not be in default hereunder or be liable for
      any
      damages directly or indirectly resulting from, nor shall the
      rent
      provided herein be abated by reason of Lessor's failure to furnish or delay
      in
      furnishing any utilities or services when such
      failure or delay is caused by accident, breakage, repairs, strikes,
      lockouts or other labor dispute, or by limitation, curtailment, rationing or
      restrictions on use of electricity, gas,
      water or other utility, or any other cause, similar or dissimilar, beyond the
      reasonable control of Lessor. Notwithstanding the above in the event said delay
      or failure continues
      for a period longer than ten (10) days, rent abate
      until said delay or failure is cured.

     

     

    
      	
              ARTICLE
                8.

            	
              INDEMNITY
                AMD INSURANCE

            


    

    


    8.01      
      Lessee
      hereby waives any and all claims against Lessor for
      damage to any property or injury to or death of any person in,
      upon
      or about the Demised Premises, arising at any time and from
      any
      cause except to the extent attributable to the negligence
      or willful misconduct of Lessor and/or Lessor's agents,
      employees, invitees and independent contractors. Lessee further
      expressly indemnifies and holds Lessor harmless from and against
      any and all third party claims, demands, causes of action,
      liabilities, costs or expenses, including attorney's fees, occasioned by or
      in
      any way connected with the use or misuse of the Demised Premises, or occasioned
      by any act or omission
      of Lessee and Lessee's agents, servants, employees, and invitees, except to
      the
      extent any such damage to any property or invitees,
      except to the extent any such damage to any property or injury
      to
      or death of any person is attributable to the negligence or willful misconduct
      of Lessor.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    8.02      
      Lessee
      hereby agrees to maintain in full force and effect
      at
      all times during the term or this Lease, at Lessee's expense, a
      policy
      or
      policies of comprehensive general liability insurance, insuring against all
      liability of Lessee
      and Lessee's authorized representatives,
      agents
      and invitees arising out of or in connection with Lessee's use and occupancy
      of
      the Demised Premises and also insuring performance by Lessee of the indemnity
      provisions set forth in Section 8.01. The initial amount of such insurance
      shall
      be at least $2,000,000.00, and shall be subject to periodic increase based
      on
      inflation, recommendations by Lessor's insurance advisors, and other relevant
      factors. However, the amount of such general liability insurance shall not
      limit
      Lessee's liability to relieve Lessee of any obligations under is lease. The
      general liability insurance policy shall name Lessor
      as
      an insured party thereunder, and shall be endorsed to
      provide that no cancellation or reduction in coverage will be made
      without thirty (30) days prior written notice to Lessor. A copy of
      the
      policy or a certificate of insurance shall be furnished
      to Lessor.

    


    8.03      
      Lessor
      shall maintain in full force and effect a policy or
      policies covering loss or damage to the Industrial Building, to
      the
      extent of the replacement value thereof. . Such policy or policies
      shall
      provide protection against all perils included within the classification of
      fire, extended coverage, vandalism, malicious
      mischief, and any other perils (excluding flood and earthquake)
      which Lessor reasonably deems necessary. Lessor shall also
      maintain in full force and effect a rental income insurance policy,
      with loss payable to Lessor, in an amount equal to one year's
      gross rent from the
      Industrial Building, insurance shall
      also cover all real estate taxes and insurance costs for said
      period as they relate to the Industrial Building. Lessee shall
      pay
      to Lessor, as additional rent, an amount equal to 66.10% of the premiums paid
      by
      Lessor for the hazard and
      rental income
      insurance policies described herein as they pertain to the
      Demised Premises, such amount to be paid within ten (10) days after Lessee's
      receipt of a billing therefore from Lessor. Lessee shall be
      responsible for maintaining its own insurance covering the
      personal property, trade fixtures and removable leasehold
      improvements
      owned by
      Lessee and located upon the Demised Premises.

    


    8.04      
      Lessor
      and Lessee each hereby waive any and all rights of
      recovery against the other, or against the agents, employees or
      representatives of the other, on account of loss or damage to the
      property of the waiving party to the extent that such loss or
      damage
      is
      insured against under any insurance policies which either
      Lessor or Lessee may have in force at the time of such loss or damage. Lessee
      shall, upon obtaining the insurance required hereunder, give notice to the
      insurance carrier that the foregoing
      mutual waiver of subrogation is contained m this Lease and
      Lessee shall cause each insurance policy obtained by Lessee to provide that
      the
      insurance company waives all right of recovery by way of subrogation against
      either Lessor or Lessee in connection with any damage covered by such
      policy.

    


    
      
        
          
          

        

        
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              ARTICLE
                9.

            	
              REPAIRS
                AND MAINTENANCE

            


    

    


    9.01      
      Lessee
      shall, at all times during the term hereof and at Lessee's own expense, keep
      and
      maintain he Demised Premises and every part thereof I good condition and repair.
      Lessee hereby waives all rights to make repairs at the expense of Lessor or
      in
      lie thereof to vacate the Demised Premises as provided by California Civil
      Code
      Section 1942 or any other law, statute or ordinance now or hereafter in
      effect.

    


    9.02      
      The
      obligations of Lessee to maintain the Demised Premises shall not include the
      roof or structural components of the Industrial Building or any replacement
      of
      the air conditioning units or replacement of the compressor or heat exchanger
      within such units. Moreover, Lessor herby warrants to systems within the Demised
      Premises are in good operation condition and repair and Lessor will be
      responsible for any necessary repairs or replacements thereof, beyond normal
      maintenance, for a period of thirty (30) days form commencement of the lease
      term, provided such repair or replacement is not the result of any failure
      to
      maintain or any negligent act or omission by Lessee..

    


    
      	
              ARTICLE
                10.

            	
              TAXES
                AND ASSESSMENTS

            


    

    


    10.01      Lessee
      shall pay to Lessor as additional rent, 22.05% of all real property taxes levied
      or assessed against the Industrial Center during the Lease term, except that:
      

    


    (a)      
      Lessee
      shall pay 100% of any increase in real property taxes occasioned by a sale
      or
      transfer of the Industrial Building, or an ownership interest therein, resulting
      in a complete or partial reassessment of the property.

    


    (b)      
      Lessee
      shall not be charged for any increase in real property taxes occasioned by
      a
      sale or transfer of the Industrial Building, or an ownership interest therein,
      resulting in a complete or partial reassessment of the property.

    


    10.02      Payment
      by Lessee of the real property taxes referred to herein shall be made within
      ten
      (10) days after Lessor furnishes to Lessee a copy of the tax bill showing the
      total amount of property taxes levied or assessed against the Industrial
      Building, the amount thereof payable by Lessee, and the calculation utilized
      by
      Lessor to determine such amount. Billing shall be in two installments made
      by
      Lessor on or about February 1, and November 1, of each year of the
      Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        10.03      As
          used
          herein, the term "real property taxes" shall include any form of real estate
          tax
          or assessment, general, special ordinary or extraordinary, and any license
          fee,
          commercial rental tax, improvement bond or bonds, levy or tax imposed on
          the
          Industrial Building by any authority having the direct or indirect power
          to tax,
          including any city, state or federal agency or any school, sanitary, fire,
          street, drainage, or other improvement district. The term shall also include
          any
          tax, fee, levy assessment, or charge imposed by and taxing authority upon
          Lessor's right to receive, or the receipt of, rent or income from the Industrial
          Building, or against Lessor's business of leasing the Industrial Building.
          However, the term "real property taxes" does not include Lessor's federal
          or
          state personal income or franchise taxes.

        


        10.04      Lessee
          shall pay prior to delinquency all taxes levied or assessed against the
          trade
          fixtures, equipment, furnishings, and other personal property of Lessee
          located
          upon the Demised Premises. When possible, Lessee shall cause said trade
          fixtures, equipment, furnishings, and other personal property to be assessed
          and
          billed separately form the real property of Lessor. If any of Lessee's
          personal
          property shall be assessed with attributable to Lessee within ten (10)
          days
          after Lessor furnishes to Lessee a written statement describing the property
          in
          question and showing the amount of tax thereon payable by
          Lessee.

      

       

    

    
      	
              ARTICLE
                11.

            	
              ALTERATIONS
                AND IMPROVEMENTS

            


    

    


    11.01      Lessee
      shall not, without the prior written consent of Lessor (which consent shall
      not
      be unreasonably withheld), make any alterations, additions or improvement in,
      on
      or about he Demised Premises. As a condition to giving such consent, Lessor
      may
      require Lessee to provide Lessor a surety bond or other reasonable security
      satisfactory to Lessor to insure Lessor against mechanics' and materialmen's
      liens and to insure completion of the work.

    


    11.02      All
      alterations, additions and improvements, whether temporary
      or permanent in character, made by Lessee in, on or
      about
      the Demised Premises, except movable trade fixtures installed
      at the expense of Lessee, shall, in the absence or a written
      request by Lessor for their removal given at the time Lessor consents
      to the alteration, addition, or improvement, become
      the property of Lessor and shall remain upon and be surrendered
      with the Demised Premises at the termination or this Lease
      by
      lapse of time or otherwise without compensation to Lessee.

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      	
              ARTICLE
                12.

            	
              DAMAGE
                OR DESTRUCTION

            


    

    


    12.01      If
      the
      Demised Premises, are damaged, by fire or other casualty, Lessor shall forthwith
      repair and restore the same, provided such repairs can, in Lessor's opinion,
      be
      completed within thirty (30) days form the date the Demised Premises are
      damaged. In such event, this Lease shall remain in full force and effect, and
      the rent payable by Lessee shall be abated while the repairs are being made
      by
      the extent to which the Demised Premises are unusable by Lessee in the normal
      conduct of Lessee's business. In the event the repairs cannot be completed
      within thirty (30) days form the date the Demised Premises are damaged, and
      provided the damage affects the Demised Premises or Common Areas necessary
      to
      Lessee's use, Lessor shall give written notice of such fact to Lessee within
      five (5) days after the date on which the damage occurred and either Lessor
      Lessee may, within thirty (30) days after the giving of such notice, terminate
      this Lease.

    


    12.02      Notwithstanding
      the provisions of Section 12.01 above, Lessor shall have the option of
      terminating the Lease upon thirty (30) days written notice to Lessee of any
      of
      the following circumstances:

    


    (a)      
      Where
      the
      damage or destruction arises form a casualty or cause not covered by
      Lessor's insurance then in force.

    


    (b)      
      Where
      the
      building in which the Demised Premises are located in damaged or destroyed
      to
      the extent of 33-1/3 percent or more of the replacement cost thereof, whether
      the Demised Premises be injured or not.

    


    (c)      
      Where
      the
      repairs cannot be made by reason of any stature, ordinance, rule or regulation
      of any governmental authority.

    


    12.03      If
      Lessor
      is obligated or elects to repair any damage pursuant to this Article, Lessor
      shall not be required to repair or replace any improvements installed in the
      Demised Premises by or for Lessee, other than building standard tenant
      improvements made by Lessor, and Lessee shall, at Lessee's own option and
      expense, repair and restore Lessee's portion of such improvements.

    


    12.04      A
      total
      destruction of the Industrial Building in which the Demised Premises are located
      shall automatically terminate this Lease, and in such event, Lessor and Lessee
      shall have no further rights or obligations herein.

    


    12.05      Except
      as
      otherwise expressly provided in this Article, Lessee hereby waives the
      provisions of California Civil Code Sections 1932 (2) and 1933 (4).

    


    
      
        
          
          

        

        
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                ARTICLE
                  13.

              	
                CONDEMNATION

              


      

13.01      If
      all the Demised Premises or so much thereof is take by right of eminent domain,
      or purchase in lieu thereof, such that the Demised Premises, are in the
      reasonable opinion of Lessee, no longer reasonable suitable for Lessee's use,
      this Lease shall terminate as of the date that possession of the Demised
      Premises or part thereof is taken, and in such event, Lessor and Lessee shall
      have no further rights or obligations herein.

    


    13.02      If
      any
      part of the Demised Premises is taken and the remaining part thereof (after
      reconstruction of the then existing building) is reasonably suitable for
      Lessee's use, this Lease shall, as to the part taken and the rent payable
      hereunder shall be reduced in the same proportion that the floor area of the
      portion of the Demised Premises so take (less any addition thereto by reason
      of
      any reconstruction) bears to the original floor area of the Demised Premises
      immediately prior to the taking. Lessor shall, at Lessor's expense, within
      120
      days of the date all or a portion of the premises are taken, make all necessary
      repairs or alterations to restore the remaining Demised Premises to a complete
      architectural unit.

    


    13.03      No
      award
      for any partial or entire taking shall be apportioned and Lessee hereby assigns
      to Lessor all of Lessee's interest therein, except that Lessee shall be entitled
      to any portion of the award specifically designated as compensation for the
      taking of personal property belonging as compensation for the interruption
      of
      Lessee's business, for Lessee's moving costs and/or loss of goodwill suffered
      by
      Lessee. No temporary taking of the Demised Premises shall terminate this Lease.
      However, to the extent any such temporary taking is covered by any insurance
      policy procured by Lessor or Lessee hereunder, the Lessee shall have the right
      to abatement of rent hereunder. Any award recovered by Lessee and Lessor shall
      have no interest therein. Each party agrees to execute and deliver to the other
      all instruments and documents that may be required to implement the provisions
      of this Section.

    


    
      	
              ARTICLE
                14.

            	
              ASSIGNMENT
                AND SUBLETTING

            


    

    


    14.01      Lessee
      shall not voluntarily or by operation of law assign, transfer, mortgage, sublet,
      pledge, hypothecate or encumber all of any part of Lessee's interest in this
      Lease or in the Demised Premises or any part thereof, without Lessor's prior
      written consent and any attempt to do so without such consent being first had
      and obtained shall be wholly void and shall constitute a breach of this Lease.
      If Lessee is a corporation, or partnership any transfer of a controlling
      ownership interest in the stock of Lessee shall constitute an assignment
      hereunder.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    14.02      If
      Lessee
      complies with the following conditions, Lessor shall not unreasonably withhold
      Lessor's consent to the assignment
      of this Lease or the subletting of the Demised Premises or any portion thereof.
      Lessee shall submit in writing to Lessor:

    


    
      
        (a)   The
          name
          and legal composition of the proposed Assignee or
          Sublessee;

      

    

    


    
      
        (b)   The
          terms
          and provisions of the proposed Assignment or Sublease;
          and

      

    

    


    
      
        (c)   Such
          financial information as Lessor may reasonably request concerning the proposed
          Assignee or Sublessee.

      

    

    


    14.03  No
      consent by Lessor to any assignment or subletting by Lessee shall relieve Lessee
      of any obligation to be performed by Lessee under this Lease, whether occurring
      before or after such consent, assignment or subletting. The consent by Lessor
      to
      any assignment or subletting shall not relieve Lessee from the obligation to
      obtain Lessor's express written consent to any other assignment or subletting.
      The acceptance or rent by Lessor from any other person shall not be deemed
      to be
      a waiver by Lessor of any provisions of this Lease or to be a consent to any
      assignment, subletting or other transfer. Consent to one assignment, subletting
      or other transfer shall not be deemed to constitute consent to any subsequent
      assignment, subletting or other transfer.

    


    
      	
              ARTICLE
                15.

            	
              TRANSFER
                OF LESSOR'S INTEREST

            


    

    


    15.01  Lessor
      shall have the right at any time to sell, transfer, assign, pledge, hypothecate
      or otherwise dispose of Lessor's interest in the Demised Premises and in this
      Lease. In the event of any such sale, transfer, assignment, pledge,
      hypothecation or other disposition, all obligations of Lessor hereunder shall
      devolve upon the transferee and Lessor shall be released and discharged from
      all
      further obligation or liability hereunder; provided, that Lessor shall be
      responsible for the Security Deposit and for any other funds in the hands of
      Lessor in which Lessee has an interest until such funds have been delivered
      to
      the transferee. Lessee agrees to attain to the transferee provided all of
      Lessor's obligations hereunder are assumed by the transferee in writing for
      the
      benefit of Lessee.

    


    
      	
              ARTICLE
                16.

            	
              MECHANICS'
                LIENS

            


    

    


    16.01  Lessee
      shall keep the Demised Premises free and clear of all mechanics' liens resulting
      from any construction work done by or for Lessee. Lessee shall have the right
      to
      contest the correctness or validity of any such lien if, immediately on demand
      by Lessor, Lessee procures and records a lien release bond issued by a
      corporation authorized to issue surety bonds in California in an amount equal
      to
      one and one-half (1-1/2) times the amount of the claim of lien or other security
      satisfactory to Lessor. If used, the bond shall meet the requirements of Section
      3143 of the California Civil Code and shall provide for the payment of any
      sum
      that the claimant may recover on the claim, together with costs of suit. Should
      Lessee fail to discharge any such lien or cause the same to be released within
      sixty (60) days from the date the lien is filed, Lessor may, without inquiring
      into the validity thereof, cause the same to be discharged and all amounts
      so
      expended by Lessor, together with reasonable attorney's fees and expenses,
      shall
      be paid by Lessee to Lessor as additional rent hereunder, together with interest
      thereon at the rate of ten percent (10%) per annum. Lessee shall give ten (10)
      days prior written notice to Lessor of the date on which any construction work
      will be commenced so as to afford Lessor the opportunity to post a notice of
      nonresponsibility.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    
      	
              ARTICLE
                17.

            	
              ENTRY
                BY LESSOR

            


    

    


    17.01  Except
      for reasons of negligence or willful misconduct of Lessor, Lessor and Lessor's
      authorized representatives shall have the right to enter the Demised Premises
      at
      reasonable hours, after giving prior notice, for any of the following
      purposes:

    


    
      	 	
              (a)

            	
              To
                examine and inspect the Demised
                Premises;

            


    

    


    
      	 	
              (b)

            	
              To
                supply any service to be provided by Lessor to Lessee
                hereunder;

            


    

    


    
      	 	
              (c)

            	
              To
                perform any necessary maintenance or repairs that Lessor is required
                or
                permitted to perform hereunder;

            


    

    


    
      	 	
              (d)

            	
              To
                serve, post or keep posted any notices required or allowed under
                the
                provisions of this Lease;

            


    

    


    
      	 	
              (e)

            	
              To
                post "for sale" signs at any time during the term, to post "for rent"
                or
                "for lease" signs during the last on hundred twenty (120) days of
                the
                Lease term, or during any period while Lessee is in
                default;

            


    

    


    
      	 	
              (f)

            	
              To
                show the Demised Premises to prospective tenants, buyers, lenders
                or other
                persons at any time during the Lease
                term;

            


    

    


    
      	 	
              (g)

            	
              To
                do any other act or thing necessary for the safety or preservation
                of the
                Industrial Building.

            


    

    


    17.02  Lessee
      hereby waives any claim for damages for any injury or inconvenience to or
      interference with Lessee's Business, any loss of occupancy or quiet enjoyment
      of
      the Demised Premises or any other loss occasioned by Lessor's entry pursuant
      to
      Section 17.01, except for reasons of negligence or willful misconduct of Lessor
      and or Lessor's agents, employees, invites and independent contractors. Lessor
      shall at all times have and retain a key with which to unlock all of the doors
      in, on or about the Demised Premises (excluding Lessee's vaults, safes and
      other
      secured areas designated in writing by Lessee in advance); and Lessor shall
      have
      the right to use any and all means which Lessor may deem proper to open said
      doors in an emergency in order to obtain entry to the Demised Premises, and
      any
      entry to the Demised Premises obtained by Lessor by any of said means, or
      otherwise, shall not under any circumstances by construed or deemed to be a
      forcible or unlawful entry into or a detainer of the Demised Premises, or an
      eviction, actual or constructive, of Lessee from the Demised Premises, or any
      portion thereof.

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    
      	
              ARTICLE
                18.

            	
              DEFAULT
                BY LESSEE

            


    

    


    18.01  The
      occurrence of any one or more of the following events ("Events of Default")
      shall constitute a material default and breach of this Lease by
      Lessee:

    


    
      	 	
              (a)

            	
              Any
                failure by Lessee to pay any rental or any other sum required to
                be paid
                by Lessee hereunder, as and when the same becomes due and payable
                and
                within five (5) days of Lessee's receipt of Lessor's written notice
                that
                such rental or other sum is due.

            


    

    


    
      	 	
              (b)

            	
              Any
                failure by Lessee to observe and perform any other provision of this
                Lease
                to be observed or performed by Lessee, where such failure continues
                for
                ten (10) days after written notice thereof by Lessor to Lessee; provided,
                however, that if the nature of such default is such that it cannot
                reasonably be cured within such ten (10) day period, Lessee shall
                not be
                deemed to be in default if
                Lessee shall within such period commence such cure and thereafter
                diligently prosecute the same to
                completion.

            


    

    


    
      	 	
              (c)

            	
              The
                making by Lessee of any general assignment or general arrangement
                for the
                benefit of creditors; the filing by or against Lessee of a petition
                to
                have Lessee adjudged a bankrupt or a petition for reorganization
                or
                arrangement under any law relating to bankruptcy (unless, in the
                case of a
                petition filed against Lessee, the same is dismissed within ninety
                (90)
                days); the appointment of a trustee or receiver to take possession
                of
                substantially all of Lessee's interest in this Lease, where possession
                is
                not restored to Lessee within sixty (60) days; or the attachment,
                execution or other judicial seizure of substantially all of Lessee's
                assets located at the Demised Premises or of Lessee's interest in
                this
                Lease, where such seizure is not discharged within forty-five (45)
                days.

            


    

    
      


      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        



    

    18.02  Any
      notice given under this Article shall specify the Event of Default and the
      applicable lease provisions, and shall demand that Lessee perform the provisions
      of this Lease, within the applicable period of time. No such notice shall be
      deemed a forfeiture or a termination of the Lease provided Lessee cures the
      default within the applicable period of time.

     

    
      	
              ARTICLE
                19.

            	
              LESSOR'S
                REMEDIES UPON DEFAULT

            


    

    


    19.01  Lessor
      shall have the following remedies upon the occurrence of an Event of Default,
      such remedies being cumulative and not exclusive and in addition to any other
      remedies available to Lessor as now or hereafter provided by law:

    


    
      	 	
              (a)

            	
              Lessor
                can continue this Lease in full force and effect, and the Lease will
                continue in effect as along as Lessor does not terminate Lessee's
                right to
                possession, and Lessor shall have the right to collect rent when
                due,
                irrespective of whether Lessee shall have abandoned the Demised Premises.
                During the period Lessee is in default, Lessor can enter the Demised
                Premises and relet them, or any part of them, to third parties for
                Lessee's account. Lessee shall be liable immediately to Lessor for
                all
                reasonable costs Lessor incurs in such reletting, including, without
                limitation, broker's commissions, expenses of remodeling the Demised
                Premises required by reletting, and like costs. Reletting can be
                for
                period shorter or longer than the remaining term of this Lease. Lessee
                shall pay to Lessor the rent specified in this Lease on the dates
                when the
                same becomes due, less the rent Lessor receives from any reletting.
                No act
                by Lessor allowed by this paragraph shall terminate this Lease unless
                Lessor notifies Lessee that Lessor elects to terminate this Lease.
                After
                Lessee's default and for as long as Lessor does not terminate Lessee's
                right to possession of the Demised Premises, Lessee shall have the
                right
                to assign or sublet Lessee's interest in this Lease pursuant to Article
                14, but Lessor's consent may be conditioned upon all defaults by
                Lessee
                being fully cured at the time of assignment or
                subletting.

            


    

    


    
      	 	
              (b)

            	
              Lessor
                can terminate Lessee's right to possession of the Demised Premises
                at any
                time during Lessee's default. No act by Lessor other than giving
                written
                notice to Lessee shall terminate this Lease. Acts of maintenance,
                efforts
                to relet the Demised Premises, or the appointment of a receiver on
                Lessor's initiative to protect Lessor's interest under this Lease
                shall
                not constitute a termination of Lessee's right to possession. On
                termination, Lessor has the right to recover from
                Lessee:

            


    

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (1)

            	
              The
                worth, at the time of the award, of the unpaid rent that has been
                earned
                at the time of termination of this Lease;
                plus

            


    

    


    
      	 	
              (2)

            	
              The
                worth, at the time of the award, of the amount by which the unpaid
                rent
                that would have been earned after the date of termination of this
                Lease
                until the time of award exceeds the amount of the loss of rent that
                Lessee
                proves could have been reasonably avoided;
                plus

            


    

    


    
      	 	
              (3)

            	
              The
                worth, at the time of the award, of the amount by which the unpaid
                rent
                for the balance of the term after the time of award exceeds the amount
                of
                the loss of rent that Lessee proves could have been reasonably avoided;
                plus

            


    

    


    
      	 	
              (4)

            	
              Any
                other amount, and court costs, necessary to compensate Lessor for
                all
                detriment proximately cause Lessee's
                default.

            


    

    


    "The
      worth, at the time of the award," as used in (1) and (2) above, is to computed
      by allowing interest at the rate of ten percent (10%) per annum from the date
      of
      default. "The worth, at the time of the award" as used in (3) above is to be
      computed by discounting the amount at the discount rate of the Federal Reserve
      Bank of San Francisco at the time of the award, plus one percent (1%). The
      term
      "rent," as used in this Article shall be deemed to include all monetary sums
      required to be paid by Lessee pursuant to the terms of this Lease.

    


    
      	
              ARTICLE
                20.

            	
              LESSOR'S
                RIGHT TO CURE DEFAULTS

            


    

    


    20.01  If
      Lessee
      shall fail to pay any sum of money, other than rent, required to be paid by
      Lessee here under, or shall fail to perform any other act on Lessee's part
      to be
      performed hereunder, and such failure shall continue for ten (10) days after
      notice thereof by Lessor, Lessor may, but shall not be obligated to do so,
      and
      without waiving or releasing Lessee from any obligations of Lessee, make such
      payment or perform any such other act on Lessee's part to be made or performed
      hereunder. All sums expended by Lessor, including necessary incidental costs,
      shall be deemed additional rent hereunder and shall by payable to Lessor
      immediately upon demand, together with interest thereon at the rate of ten
      percent (10%) per annum form the date of expenditure to the date of
      reimbursement.

    


    
      	
              ARTICLE
                21.

            	
              COSTS
                OF SUIT

            


    

    


    21.01  In
      the
      event legal action between Lessor and Lessee shall become necessary in order
      to
      enforce or interpret this Lease, or any provision contained herein, the
      prevailing party shall be entitled to recover all costs and expenses as may
      be
      incurred in connection therewith, including reasonable attorney's
      fees.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    21.02  Should
      Lessor, without fault on Lessor's part, be made a party to any litigation
      instituted by Lessee or by any third party against Lessee, or by or against
      any
      person holding under or using the Demised Premises by license of Lessee, or
      for
      the foreclosure of any lien for labor or materials furnished to or for Lessee
      or
      any such other person or otherwise arising out of or resulting from any act
      or
      transaction of Lessee or of any such other person, Lessee covenants to save
      and
      hold Lessor harmless from any judgment rendered against Lessor or the Demised
      Premises or any part thereof, and all costs and expenses, including reasonable
      attorney's fees, incurred by Lessor in connection with such
      litigation.

    


    
      	
              ARTICLE
                22.

            	
              SUBORDINATION

            


    

    


    22.01  In
      the
      event the holder of any deed of trust hereafter to be placed against the Demised
      Premises requires that this Lease be subordinate to any such encumbrance, this
      Lease shall be subordinate to that encumbrance if Lessor first obtains from
      the
      holder of the deed of trust a written Subordination, Non-Disturbance and
      attornment agreement providing that for so long as Lessee shall perform all
      of
      Lessee's duties and obligations hereunder, no foreclosure, deed given in lieu
      of
      foreclosure or sale under such deed of trust shall affect Lessee's rights under
      the Lease. Lessee shall attorn to any purchaser at any foreclosure sale, or
      to
      any grantee or transferee designated in any deed given in lieu of foreclosure.
      Lessee shall execute the written agreement and any other documents required
      by
      the holder of the deed of trust to accomplish the purposes of this Article
      and
      upon Lessee's failure or refusal to do so within five (5) days after demand,
      Lessee hereby appoints Lessor as Lessee's attorney-in-fact to execute such
      agreement or other documents for and on behalf of Lessee. The power of attorney
      granted herein shall be deemed to be coupled with an interest and to be
      irrevocable.

    


    
      	
              ARTICLE
                23.

            	
              ESTOPPEL
                CERTIFICATE

            


    

    


    23.01  Each
      party, within ten (10) days after written notice from the other, shall execute
      and deliver to the other, in recordable form, a certificate stating that this
      Lease is unmodified and in full force and effect, or in full force and effect
      as
      modified stating the modifications. The certificate also shall state the amount
      of monthly rent, the dates to which the rent has been paid in advance, the
      amount of any security deposit or prepaid rent, and shall further certify that
      there is no incurred default by the other party under the Lease, or specify
      such
      default, if any is claimed. Failure to deliver the certificate with the ten
      (10)
      days, shall be conclusive upon the party failing to deliver the certificate
      for
      the benefit of the party requesting the certificate, and any successor to the
      party requesting the certificate, that this Lease is in full force and effect
      and has not been modified except as may be represented by the party requesting
      the certificate, that there are no incurred defaults by the party requesting
      the
      certificate and that not more than one (1) month's rent has been paid in
      advance.

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    
      	
              ARTICLE
                24.

            	
              HOLDING
                OVER

            


    

    


    24.01  If
      Lessee
      remains in possession of all or any part of the Demised Premises after the
      expiration of the term hereof with the express or implied consent of Lessor,
      such tenancy shall be from month to month only, and not a renewal hereof or
      an
      extension for any further term and in such case rent shall be double the amount
      payable at the expiration of the term of this Lease and such month to month
      tenancy and other monetary sums due hereunder shall be subject to every other
      term, covenant and agreement contained herein.

    


    
      	
              ARTICLE
                25.

            	
              SURRENDER

            


    

    


    25.02  Upon
      the
      expiration or earlier termination of this Lease, Lessee shall surrender the
      Demised Premises in the same condition as received, ordinary wear and tear
      and
      damage by fire, earthquake, act of God or the elements alone excepted. Lessee
      shall remove all of Lessee's personal property and moveable trade fixtures
      and
      shall repair, at Lessee's expense, any damage to the Demised Premises or the
      Industrial Building cause by such removal, including, without limitation, repair
      of floors and patching and repainting of walls where required, all to Lessor's
      reasonable satisfaction. Any personal property or moveable trade fixtures not
      removed at the expiration or earlier termination of this Lease shall be pursuant
      to section 11.02 herein, and deemed abandoned by Lessee. If Lessor so elects,
      Lessee shall also remove any alterations or improvements installed by or for
      Lessee which would otherwise remain as part of the Demised Premises and Lessee
      shall restore the Demised Premises to their condition prior to such
      installation.

    


    25.02  Should
      Lessee fail to remove any personal property or movable trade fixtures, or fail
      to remove any alterations or improvements as requested by Lessor pursuant to
      section 11.02 herein, Lessee shall be liable to Lessor for any and all removal
      costs, transportation and storage expenses, and the cost of restoring the
      Demised Premises as required herein. Lessee shall indemnify Lessor against
      any
      loss, damage or liability resulting from delay by Lessee in so surrendering
      the
      Demised Premises, including, without limitation, any claims made by an
      succeeding tenants founded on such delay.

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    
      	
              ARTICLE
                26.

            	
              WAIVER

            


    

    


    26.01  No
      covenant, term or condition or the breach thereof shall be deemed waived, except
      by written consent of the party against whom the waiver is claimed, and any
      waiver of any covenant, term or condition shall not be deemed to be a waiver
      of
      any preceding or succeeding breach of the same or any other covenant, term
      or
      condition. Acceptance by Lessor of any performance by Lessee after the time
      the
      same shall have become due shall not constitute a waiver by Lessor of the breach
      or default of any covenant, term or condition unless otherwise expressly agreed
      to by Lessor in writing. The receipt and acceptance by Lessor of delinquent
      rent
      shall constitute only a waiver of timely payment for the particular rent payment
      involved.

    


    
      	
              ARTICLE
                27.

            	
              QUIET
                ENJOYMENT

            


    

    


     Lessor
      hereby covenants with lessee that upon payment by Lessee of the rent as
      aforesaid and upon observance and performance of the terms of this Lease by
      Lessee, Lessee shall peaceably hold and enjoy the Demised Premises for the
      term
      hereby demised without hindrance or interruption by Lessor or any person or
      person lawfully or equitable claiming by, through or under Lessor.

    


    
      	
              ARTICLE
                28.

            	
              NOTICES

            


    

    


    28.01  All
      notices or demands required or permitted to be given hereunder shall be in
      writing and shall be either personally served or mailed by certified mail,
      return receipt requested, to the other party at the following
      addresses:

    


    
      	
              DYMOND
                DEVELOPMENT COMPANY, LLC

            	
              SOUTHWALL
                TECHNOLOGIES, INC.

            
	 	 
	
              450
                FIRST STREET

            	
              2629B
                TERMINAL BOULEVARD

            
	
              LOS
                ALTOS,  CALIFORNIA 94022

            	
              MOUNTAIN
                VIEW,  CALIFORNIA
                94043

            


    

    


    28.02  Either
      party may change the foregoing address by giving notice to the other in the
      manner provided herein. Any notice sent by mail shall be deemed received on
      the
      second business day following the date of deposit of the notice in the United
      States Mail, with proper postage prepaid thereon.

    


    
      	
              ARTICLE
                29.

            	
              MISCELLANEOUS
                PROVISIONS

            


    

    


    29.01  Captions. The
      captions used in this Lease are for convenience only and shall not be deemed
      to
      be relevant in resolving any question of interpretation or construction of
      any
      provision contained herein.

    


    29.02  Entire
      Agreement. This
      Agreement constitutes the entire agreement between the parties and supersedes
      and cancels any prior agreements or understandings, whether written or oral.
      This Agreement can only be modified by a written amendment hereto executed
      by
      both parties.

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    [PAGE
      18 OF AGREEMENT MISSING]

     

    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    arbitration
      by choosing three Real Estate Brokers; one (1) by Lessor, one (1) by Lesse
      and
      the third by the first two (2) Brokers. The decision of the three (3) Brokers
      will be binding upon Lessor and Lessee with regards to the "Fair Market Value".
      Lessee shall give Lessor written notice at least ninety (90) days prior to
      the
      expiration date of this Lease of Lessee's intention to exercise said option
      granted herein. In order for Lessee to avail itself of said option period,
      Lessee must have lived up to and observed the timely performance of all terms,
      covenants and conditions contained in the Lease Agreement. In any event,
      however, Lessee shall not be obligated to any renewal until after Lessee has
      been advised of the Fair Market Value determined above.

    


    IN
      WITNESS WHEREOF, Lessor
      and Lessee have executed this lease the day and year first above
      written.

    


    


    
      	
              LESSOR:

            	 	
              LESSEE:

            	 
	 	 	 	 
	
              DYMOND
                DEVELOPMENT COMPANY, LLC

            	
              SOUTHWALL
                TECHNOLOGIES, INC.

            
	 	 	 	 
	
              By

            	 
	
              /s/
                Mitell Kalai

            	 	
              By

            	 
	
              /s/
                S. Kamenski

            	 
	
              DATE

            	
              7/22/05

            	 	
              DATE

            	
              7/15/05

            	 


    

    


    


    
      
        
          
          

        

        
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    Exhibit
      C to Lease

    Dated

    July
      12, 2005

    Between

    Dymond
      Development Company, LLC (Lessor)

    And

    Southwall
      Technologies, Inc. (Lessee)

    


    


    Lessor,
      at Lessor's sole cost and expense, agrees to perform the following tenant
      improvements for the benefit of Lessee as shown in Exhibit B attached
      herein:

    


    
      	 	
              1.

            	
              Remove
                the wire cage that is located in the warehouse
                area.

            


    

    


    
      	 	
              2.

            	
              Remove
                the existing storage room located on the rear wall of the warehouse
                area
                between two (2) roll up doors.

            


    

    


    
      	 	
              3.

            	
              Raise
                the existing light fixtures within the designated area, to a height
                of
                seventeen (17) feet.

            


    

    


    
      	 	
              4.

            	
              Remove
                three (3) existing walls and three (3) existing doors on the southwest
                side of the warehouse.

            


    

    


    
      	 	
              5.

            	
              Modify
                one (1) HVAC duct in the warehouse area as requested by Lessee in
                order
                for Lessee to gain the required clearance, which they will
                need.

            


    

    


    
      	 	
              6.

            	
              Remove
                existing HVAC ducts that are no longer necessary due to the removal
                of the
                storage room and the offices.

            


    

     

     

    20